Delhi High Court
Fki Extrusions (India) Private ... vs ... on 8 May, 2015
IN THE HIGH COURT OF DELHI
COMPANY APPLICATION (MAIN) NO. 34/2015
Reserved on 7th April, 2015
Date of pronouncement: 8th May, 2015
In the matter of
The Companies Act, 1956 & the Companies Act, 2013 (to the extent
applicable):
And
Application under Section 391 of the
Companies Act, 1956
Scheme of Amalgamation of:
FKI Extrusions (India) Private Limited
Applicant/Transferor Company
WITH
B.D. Plasto Films Private Limited
Applicant/Transferee Company
Through Mr. G. K. Mishra, Advocate for
the applicants
SUDERSHAN KUMAR MISRA, J.
1. This joint application has been filed under Section 391 of the
Companies Act, 1956 by the applicant companies seeking directions of
this court to dispense with the requirement of convening the meetings of
their equity shareholders, secured and unsecured creditors to consider
and approve, with or without modification, the proposed Scheme of
Amalgamation of FKI Extrusions (India) Private Limited (hereinafter
referred to as the transferor company) with B.D. Plasto Films Private
Limited (hereinafter referred to as the transferee company).
2. The registered offices of the transferor and transferee companies
are situated at New Delhi, within the jurisdiction of this Court.
3. The transferor company was incorporated under the Companies
Act, 1956 on 12th June, 1997 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
4. The transferee company was incorporated under the Companies
Act, 1956 on 20th May, 1997 with the Registrar of Companies, NCT of
Delhi & Haryana at New Delhi.
5. The present authorized share capital of the transferor company is
Rs.5,00,000/- divided into 50,000 equity shares of Rs.10/- each. The
present issued, subscribed and paid-up share capital of the company is
Rs.1,00,000/- divided into 10,000 equity shares of Rs.10/- each.
6. The present authorized share capital of the transferee company is
Rs.1,50,00,000/- divided into 15,00,000 equity shares of Rs.10/- each.
The issued, subscribed and paid-up share capital of the company is
Rs.1,00,00,000/- divided into 10,00,000 equity shares of Rs.10/- each.
7. Copies of the Memorandum and Articles of Association of the
transferor and transferee companies have been filed on record. The
audited balance sheets, as on 31st October, 2014, of the transferor and
transferee companies have also been filed.
8. A copy of the Scheme of Amalgamation has been placed on record
and the salient features of the Scheme have been incorporated and
detailed in the application and the accompanying affidavit. It is claimed
that the amalgamation will enable appropriate consolidation and
integration of the operations and activities of the transferor and
transferee companies and enable the merged entity to offer a
comprehensive package of solutions from one entity as opposed to
multiple entities. It is further claimed that the business of the
amalgamated entity will be carried on more efficiently and economically
as a result, inter alia, of pooling and more effective utilization of the
combined resources of the said companies and substantial reduction in
costs and expenses.
9. So far as the share exchange ratio is concerned, the Scheme
provides that, upon coming into effect of this Scheme, the transferee
company shall issue and allot equity shares to the shareholders of the
transferor company in the following ratio:
"3.5 new equity shares of Rs.10/- each in the transferee
company, credited as fully paid up, for every 01 equity share
of Rs.10/- each fully paid-up held by them in the transferor
company."
10. It has been submitted by the applicants that no proceedings under
Sections 235 to 251 of the Companies Act, 1956 are pending against the
applicant companies.
11. The Board of Directors of the transferor and transferee companies
in their separate meetings held on 15th December, 2014 have
unanimously approved the proposed Scheme of Amalgamation. Copies
of the Resolutions passed at the meetings of the Board of Directors of
the transferor and transferee companies have been placed on record.
12. The transferor company has 02 equity shareholders and 02
unsecured creditors. Both the equity shareholders and both the
unsecured creditors have given their consents/no objections in writing to
the proposed Scheme of Amalgamation. Their consents/no objections
have been placed on record. They have been examined and found in
order. In view thereof, the requirement of convening the meetings of the
equity shareholders and unsecured creditors of the transferor company
to consider and, if thought fit, approve, with or without modification, the
proposed Scheme of Amalgamation is dispensed with. There is no
secured creditor of the transferor company, as on 31st December, 2014.
13. The transferee company has 04 equity shareholders. All the equity
shareholders have given their consents/no objections in writing to the
proposed Scheme of Amalgamation. Their consents/no objections have
been placed on record. They have been examined and found in order. In
view thereof, the requirement of convening the meeting of the equity
shareholders of the transferee company to consider and, if thought fit,
approve, with or without modification, the proposed Scheme of
Amalgamation is dispensed with.
14. The transferee company has 31 unsecured creditors as on
31.12.2014. As per the certificate dated 25th February, 2015 of M/s.Arora
Aggarwal & Associates, Chartered Accountants, 22 unsecured creditors
have been paid in full as on 29.01.2015. Further, as per their certificate
dated 20th April, 2015, one unsecured creditor, namely, 20 Microns
Limited has also been paid in full. The remaining 08 unsecured creditors
have given their consents/no objections in writing to the proposed
Scheme of Amalgamation. Their consents/no objections have been
placed on record. They have been examined and found in order. In view
thereof, the requirement of convening the meeting of the unsecured
creditors of the transferee company to consider and, if thought fit,
approve, with or without modification, the proposed Scheme of
Amalgamation is dispensed with. There is no secured creditor of the
transferee company, as on 31st December, 2014.
15. The application stands allowed in the aforesaid terms.
Dasti
SUDERSHAN KUMAR MISRA, J.
May 08, 2015
